E Ventures Inc.
Headnote
National Policy 12-202 Revocation of Certain Cease Trade Orders -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up to date -- cease trade order revoked.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
National Policy 12-202 Revocation of Certain Cease Trade Orders
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF E VENTURES INC. (the Issuer)
ORDER (section 144 of the Act)
WHEREAS the securities of the Issuer are subject to a temporary cease trade order of the Director dated May 23, 2003 made under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order of the Director dated June 4, 2003 made under subsection 127(8) of the Act (collectively, the Cease Trade Order), ordering that all trading in the securities of the Issuer cease until the Cease Trade Order is revoked by a further order of revocation;
AND WHEREAS the Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and below;
AND WHEREAS the Issuer has applied to the Ontario Securities Commission (the Commission) for revocation of the Cease Trade Order pursuant to section 144 of the Act;
AND WHEREAS the Issuer has represented to the Commission that:
1. The Issuer was incorporated as "Copper Prince Mines Limited" under the laws of Ontario on February 5, 1951 and is now a corporation existing under the Business Corporations Act (Ontario). The articles were amended to change the name to "Copper Prince Resources Inc." on June 29, 1981, to "Churchill Growth AA Industrial/Communications Inc." on July 3, 1986, to "The Telecommerce Corporation on June 29, 1987, and finally to "E Ventures Inc." on February 25, 1999.
2. The Issuer's registered head office and principal place of business is located at 155-2 Merchant Lane, Toronto, Ontario, Canada, M6P 4J6.
3. The Issuer is a reporting issuer in Ontario under the Act. The Issuer is not a reporting issuer in any other jurisdiction of Canada. The Issuer's principal regulator is the Commission.
4. The Issuer's authorized capital consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preference shares, of which approximately 116,118,352 Common Shares are issued and outstanding.
5. Other than the issued and outstanding Common Shares, the Issuer has no other securities, including debt securities or options, issued and outstanding.
6. No securities of the Issuer are traded in Canada or any other country on a marketplace, as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
7. Previously, the Issuer was listed on the Canadian Unlisted Board (the CUB), under the trading symbol EVTR. Trading in the securities of the Issuer was halted following the issuance of the Cease Trade Order. The Issuer was subsequently delisted from the CUB.
8. The Cease Trade Order was issued as a result of the Issuer's failure to file audited annual financial statements for the year ended December 31, 2002 (the Unfiled Documents).
9. The Issuer's failure to file the Unfiled Documents was a result of the Issuer's financial difficulties at the time. The Issuer has not been in operation since that time.
10. The Issuer is not subject to a cease trade order in any other jurisdiction.
11. After the issuance of the Cease Trade Order, the Issuer subsequently failed to file other continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of Ontario securities law, including the following:
a. all audited annual financial statements for the years ended December 31, 2003 to December 31, 2022;
b. all unaudited interim financial statements for the interim periods ended March 31, 2003 to June 30, 2023;
c. after the applicable requirement for all reporting issuers came into force on March 30, 2004, accompanying management's discussion and analysis (MD&A) for the years ended December 31, 2004 to December 31, 2022 and for the interim periods ended June 30, 2004 to June 30, 2023;
d. after the applicable requirement came into force on March 30, 2004, related CEO and CFO certificates required by National Instrument 52-109 (or its predecessor) (NI 52-109 Certificates) for the years ended December 31, 2004 to December 31, 2022 and for the interim periods ended June 30, 2004 to June 30, 2023;
e. after the requirement for a stand-alone statement of executive compensation in section 11.6 of National Instrument 51-102 (NI 51-102) came into force on December 31, 2008, disclosure required by either Form 51-102F6 Statement of Executive Compensation (Form 51-102F6) or (after June 30, 2015) Form 51-102F6V Statement of Executive Compensation -- Venture Issuers (Form 51-102F6V) for the years ended December 31, 2008 to December 31, 2022;
f. after the applicable requirement came into force on March 30, 2004, the audit committee disclosure required by Form 52-110F2 Disclosure by Venture Issuers (Form 52-110F2), for the years ended December 31, 2004 to December 31, 2022; and
g. after the applicable requirement came into force on June 30, 2005, the corporate governance disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) (Form 58-101F2), for the years ended December 31, 2005 to December 31, 2022.
(together with the Unfiled Documents, the Unfiled Continuous Disclosure).
12. However, in connection with the application for the revocation the Cease Trade Order, the Issuer has now filed the following continuous disclosure documents on the System for Electronic Document Analysis and Retrieval + (SEDAR+):
a. audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended December 31, 2021, December 31, 2022 and December 31, 2023;
b. unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended March 31, 2023, June 30, 2023, September 30, 2023 and March 31, 2024;
c. the executive compensation disclosure required by Form 51-102F6V for the years ended December 31, 2021, December 31, 2022 and December 31, 2023;
d. the audit committee disclosure required by Form 52-110F2 for the years ended December 31, 2021, December 31, 2022 and December 31, 2023 (this disclosure was included in the applicable annual MD&A); and
e. the corporate governance disclosure required by Form 58-101F2 for the years ended December 31, 2021, December 31, 2022 and December 31, 2023 (this disclosure was included in the applicable annual MD&A).
13. The Issuer has not filed the following documents on SEDAR+:
a. audited financial statements for the years ended December 31, 2002 to December 31, 2020;
b. unaudited interim financial statements for the interim periods ended March 31, 2003 to September 30, 2022;
c. after the applicable requirement for all reporting issuers came into force on March 30, 2004, accompanying MD&A for the years ended December 31, 2004 to December 31, 2020 and for the interim periods ended June 30, 2004 to September 30, 2022;
d. after the applicable requirement came into force on March 30, 2024, related NI 52-109 Certificates for the years ended December 31, 2004 to December 31, 2020 and for the interim periods ended June 30, 2004 to September 30, 2022;
e. after the requirement for a stand-alone statement of executive compensation in section 11.6 of NI 51-102 came into force on December 31, 2008, the disclosure required by either Form 51-102F6 or (after June 30, 2015) Form 51-102F6V for the years ended December 31, 2008 to December 31, 2020;
f. after the applicable requirement came into force on March 30, 2004, the audit committee disclosure required by Form 52-110F2, for the years ended December 31, 2004 to December 31, 2020; and
g. after the applicable requirement came into force on June 30, 2005, the corporate governance disclosure required by Form 58-101F2, for the years ended December 31, 2005 to December 31, 2020.
(collectively, the Outstanding Filings). The Issuer has requested that the Commission exercise its discretion, in accordance with sections 6 and 7 of National Policy 12-202 Revocation of Certain Cease Trade Orders (NP 12-202), to elect not to require the Issuer to file the Outstanding Filings.
14. The Issuer's existing articles for purposes of the OBCA consist of the certificate and articles of continuance dated July 3, 1986, the certificate and articles of amendment dated July 3, 1986, the certificate and articles of amendment dated June 29, 1987, the certificate and articles of revival dated February 3, 1999, the certificate and articles of amendment dated February 25, 1999, and the certificate and articles of revival dated February 26, 2013. Copies of these documents have been filed on SEDAR+. The Issuer has no by-laws for purposes of the OBCA.
15. The Issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elected not to require as contemplated under sections 6 and 7 of NP 12-202.
16. The Issuer is not in default of securities legislation of Ontario or any other jurisdiction, except for (i) the circumstances of the Cease Trade Order and (ii) failure to file the Outstanding Filings. In particular, the Issuer is not in default of its obligations under the Cease Trade Order or the Partial Revocation Order (as defined below).
17. As of the date hereof, the Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
18. As of the date hereof, the Issuer's profile on SEDAR+ and the Issuer's profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
19. Effective April 12, 2023, Edward Murphy and Ray Kolynchuk were appointed as directors of the Issuer. Jon Bridgman (since February 3, 1999) and Keith Roberts (since November 30, 1999) remain as directors of the Issuer. Previous directors of the Issuer (Joel Wagman, Edward Newell, Georganne Greenstein, David Luciuk, Robert Moore and George Berger) all resigned effective December 24, 2007. Joel Wagman resigned as CEO effective December 24, 2007. The current CEO of the Issuer is Jon Bridgman (effective February 26, 2013) and the current CFO of the Issuer is Keith Roberts (since November 30, 1999).
20. On March 23, 2023, the Commission issued a partial revocation of the Cease Trade Order (the Partial Revocation Order) to permit the Private Placement (as defined below).
21. On May 18, 2023, the Issuer completed a non-brokered private placement for aggregate gross proceeds of $221,000.00 through the issuance of 110,500,000 Common Shares at a price of $0.002 per Common Share (the Private Placement).
22. Since the issuance of the Cease Trade Order, there have been no material changes in the business, operations or affairs of the Issuer except for the Partial Revocation Order, the Private Placement and the changes of executive officers and directors of the Issuer described in paragraph 19. The Partial Revocation Order and the Private Placement were disclosed in a news release and material change report filed on SEDAR+.
23. Other than the Cease Trade Order, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
24. The Issuer is not involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
25. The Issuer has given the Commission a written undertaking that:
(a) the Issuer will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and
(b) the Issuer will not complete:
i. a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
ii. a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or
iii. a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
unless
1. the Issuer files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,
2. the Issuer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer, and
3. the preliminary prospectus and final prospectus containing the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
26. Upon the revocation of the Ontario Cease Trade Order, the Issuer will issue a news release and concurrently file a material change report on SEDAR+ announcing the revocation of the Cease Trade Order and outlining the Issuer's future plans.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED at Toronto this 17th day of June 2024.
OSC File #: 2023/0655